其实我不想吵架,但我还是忍不住超了.

话说老妈有一千多块钱耐克专卖店的券要过期了,于是就打算把它们消费掉.券是老妈单位八折从商店买来的.当时说好,20%是返利.买东西,按照券上的标价,可以买全价商品,有1块就当1块用.到了那,很快就挑中一双鞋子,试好尺寸,准备拿券付钱时问题来了,那收银员硬说这个券不能买这双鞋子,要买就得补20%的钱.可是券的背面明明白白写的"可以购买所有商品,打折品,及特定的商品除外".也就是说只能买正价品.而我挑中的鞋子是正价品.应该属于可以用券购买之列.然而那营业员死活说,这鞋子属于特定商品,不能用券买,要买就得自己再贴钱.

于是...开始普及消法知识...券背面是格式条款,商店应该有对其做充分解释的义务,现在什么是特定商品根本没有做解释,商品上也未做任何"特定商品"的标识.消费者只当此为普通商品.几个营业员横得不行,直接一句"特定商品"是有我们公司规定的.公司规定没有对外公示,只对你们内部有效,不能因此来对抗消费者对券上的条款,以及商品的外部标识的信赖啊.绝对有违诚实信用啊.

反正这两天在家憋的慌,就为了几十块钱,我也争到底了."内部规定,就能玩弄消费者与股掌间吗?你说什么是特定商品不能用券就不能用,那不是明显地加重了消费者一方的利益吗?交易缺乏可预测性,消费者必然无所适从,最终就是严重损害我们的利益."

再后来,事态似乎升级了,从里面跑出个小姑娘,据称是店长,一出来就撂下狠话,竟然说:"我在里面休息,你们就在闹."态度极其蛮横,放言别想把东西用这券买走.这把我和老妈搞火了,于是,两个人对着6,7个店员就开始论起理来,我就把矛头直接针对刚才那个蛮横的店长,当然理在我们这,自然势如破竹,指出那店长"混淆概念,逻辑混乱".

她着道了,明显失去理智,开始耍赖了,"我就是逻辑混乱怎么了?"我诘问:"那你不是在乱说话吗?""我就是乱说话,我就是喜欢这么说话!""乱说话,你还出来说什么话?可以不用说了,说出来也是垃圾."她总想再狡辩什么,我立马打断她:"还说!又开始胡说!"她竟然说:"我乱说,那你也是乱说.""我说过我在乱说吗?奇怪了,只听到你在那边一边说自己乱说,乱说还要说!"她一下觉得没法开口了.就怏怏地走开了.

事到如今,真的觉得自己在吵架了...其实我真的不喜欢吵架,只是...实在太嚣张了.我觉得就不能让他们觉得消费者好欺负.即使维权的代价再高,也要去维.有时,这是"是"和"非"的原则问题,我自己觉得很重要.

当然,事情的结果,就是我们用券买到了原价商品,而且自己也没贴钱.走出店门,顿感心情舒畅.好久没这么毫无顾及吵架了.因为老周说过一段很经典,人和人之间一旦真翻脸了,就真的很难再将裂痕弥合.我想,当商家和消费者之间出现裂痕,受伤害的不仅是消费者.

又来到那熟悉的楼下,此时的眼前人溶化在这纷纷的雨中.

许多年前，有个男孩,站在楼下,无助地仰头望着,那一刻,时间就像过了一世纪.

目光有些凝滞,记忆就永远偏斜在了那,

有时只是在等待,为了一个可能,

然后,注定只是黯然离去的结局,失落者的叹息.

殊不知这竟成了永久的依赖,

也许真的不知道什么是爱,也许真的只是康德的彼岸世界,

许多年后的那个男孩,只能无助地隔岸相望.

几层楼变成了一汪平洋,

男孩每次经过那幢楼会傻傻地驻足而望,目光总是重新又一次闪亮起来.

许多年后的男孩,看到这幢楼却愈加的无助,有时甚至不及一个男孩的智慧与坚定,

雨水敲击脸颊,如时钟一般滴答,彷若隔世,

音容不改,却已故人不在,你我都不再是过去的你我...

只是有时,刹那之间,是否有种回到过去,再来一次的冲动呢.

还是那幢楼,还是那两个男女主角,却只想对你说，谢谢再见.

如果没有王子和公主,这或许也是最完美的结局.

喜滋滋的买了鞋子,喜滋滋的收到,喜滋滋地穿上

满舒服的,飞跃牌运动鞋,严重支持国货

很好很强大.

没时间写太多,就写一点拉~

昨天,新闻里出现的最多的是胡主席慰问奥运军团,而关心姚明的脚伤更被作为一个重点,反复强调.

胡主席,并不像贝鲁斯科尼,本身就是球迷,那么关心姚明,主要就是因为他的身后有个极其庞大的群体,支持着他.中国共产党要代表先进文化的发展方向.上次在中华网网聊有这个意思,这次上自劳军,且就强调我们姚将军也有这个意思.其实姚的言语包括行为,在普通的中国人心中的认可度是很高的,他爱国,是比较单纯的爱国,他直率,什么话也都说,为此还得罪了体育局的那帮爷们.连我们某些长期作为我党重要喉舌的报纸也出来打压他.有传言说体育局要封杀他,可他现在还是中国人心中的全民偶像.现在主席也出来关心他了,真不知道姚明回想往事,会有什么感觉...幸好中国就只有一个姚明,否则估计也就说封杀就被封杀了,姚明也不可能是姚明了,他也不敢说真话,他也成不了那么多普通中国人,特别是一些草根阶级心中的英雄,他能做太多他们想做却不能做,或者不敢做的事情.

  这里且先按下姚明之说不表,胡主席亲自慰问奥运军团,表面是一次轻松的慰问,可每个中国人都感觉到奥运给我们带来太多东西了.从1894的第一届奥运会近似于自娱自乐,到1984年洛山矶奥运会第一次使奥运可以盈利,从而商业化.到2008年,我们第一次反复听到奥运会可以"政治化".从奥委会考察北京时,得到的惊人民调支持率97%,许多北京人都把奥运会直接跟改善空气,交通,住房,就业,甚至提高国际地位等等一系列事情联系在一起.我们就可以断定,这必定是一届政治的奥运会.一个国外知名电视评论员这样说,奥运会在中国承载着太多人的希望,这就使得政府不得不把它作为一件不得不做好的事情.人民的政府自然不能辜负人民,这也是由于当时政府为了获得民众的支持,承诺了太多.把很多政治目标直接很奥运联系在一起,故此,奥运自然的也成为了一件政绩工程.在这里,说中国的奥运政治化,不是说国外的奥运和政治完全无关.但是,要知道,在中国,政治是不能有半点问题的.国外政治上出现问题,可以承担责任,可以辞职.我们中国恐怕不能有这个责任吧...

平淡的生活我很知足,

小小的期待让人幸福.

失眠...失眠....失眠...

很多事情好象就在眼前一样...

记忆在此特别深刻.

我应该不会怕老

因为有很多回忆

人生就有一次,第一次宝贵...

所以连第一次去天马山公墓我也写了...

天马山号称是我们家以前的根据地,我爷爷在那里做个很长一段时间工作,但是我倒还真没去过.话说先到小昆山,我学驾驶的时候只开15分钟.今天乘公共汽车,乘了一个钟头左右...好在有美女陪我说话,唉,怎么就有说不完的话呢...我也纳闷了.睡了6个小时都不到,精力还那么好,果然是逛街锻炼出来的.女版wxb不是吹的...

到了天马山公墓,发现没我想象的大.门口两边的几个石头雕像...其实满一般的,让我想起岳飞墓两边有类似的东西.然后走了不多远就找到了,这个我还是满佩服的,怎么就能找的到呢...我看怎么所有墓碑都差不多...

然后就扫墓了...省略中间环节大概15分钟.不过我还是有句话要说,这是我第一认识的,扫墓原来可以这样的..

不过我知道她心里是在思考着什么,回忆着些什么,这也许是故人如果泉下有知,所希望的吧,人...不论活着还是离去,都不希望被人遗忘.

不知为什么,在那里的时候,我也老是想起自己的爷爷,可能是环境的原因把.

接着就顶着炎炎夏日开始等车,期间我突然发现了那做很有名气的天马山斜塔,远看其实斜得也一般...就像一支斜插在地上的铅笔.

还好让我们等到一辆空调车到了轻轨站,反正一直有空调吹,然后又聊一路...怎么有那么多话好聊捏..我也不懂了...(这里用了重复的修辞手法..)

 

--熬夜更新,品德极佳

今天猪之家聚会,少了老妹,来了丛悦,还有个临时不来的...the more,下次检讨

先是去江元道吃烧烤,丁丁最好,最贤妻良母型,一直在帮我们烤.以后谁娶了丁丁绝对幸福.吃的少,烤的多.

当然,基本上是被李吃了...拧噶瘦,多吃点补补...

最精彩的是逼问团团,叫他拿张女朋友的照片噶辛苦哦。..

不过最后还是看了完整版的.

囊获了所有正常的姿势,不知道不正常的姿势是什么...

还有红绳子将成为永远的把柄,哈哈

接着去茶室打牌,正好两桌,我们这桌打的难分难解啊

我发现自己牌技越来越差了,努力的记牌,还是记不太牢,到后来就随便打打了.

最搞笑的是,打牌当中还碰碎个杯子,赔了10块钱...这种玻璃杯两块顶多了.

还要搞笑的是旁边那桌的杯子有点裂痕,就被店员缠着要赔...难道这家是靠卖杯子的

其他的...好象就没什么了...

大家都没什么变化的感觉,那就over把,大家有什么补充.

 

 

Speculators are largely responsible for driving crude prices to their peaks in recent weeks and the record oil price now looks like a bubble, George Soros has warned.

The billionaire investor's comments came only days after the oil price soared to a record high of $135 a barrel amid speculation that crude could soon be catapulted towards the $200 mark.

In an interview with The Daily Telegraph, Mr Soros said that although the weak dollar, ebbing Middle Eastern supply and record Chinese demand could explain some of the increase in energy prices, the crude oil market had been significantly affected by speculation.

"Speculation... is increasingly affecting the price," he said. "The price has this parabolic shape which is characteristic of bubbles," he said.

'We face the most serious recession of our lifetime'

The comments are significant, not only because Mr Soros is the world's most prominent hedge fund investor but also because many experts have claimed speculation is only a minor factor affecting crude prices.

Oil prices stalled on Friday after their biggest one-day jump since the first Gulf War earlier in the week.

At just over $130 a barrel, the price has doubled in around a year, causing misery for motorists and businesses.

However, Mr Soros warned that the oil bubble would not burst until both the US and Britain were in recession, after which prices could fall dramatically.

"You can also anticipate that [the bubble] will eventually correct but that is unlikely to happen before the recession actually reduces the demand.

"The rise in the price of oil and food is going to weigh and aggravate the recession."

The Bank of England recently warned that soaring energy and food costs would push inflation above its target range for most of the next 18 months, making it more unlikely that it will cut borrowing costs soon.

Mr Soros, who lays out his thoughts on the current crisis in his new book 'The New Paradigm for Financial Markets: The Credit Crisis of 2008 and What it Means', warns Britain is facing its worst economic storm in living memory, dwarfing those of the 1970s and early 1990s, with a housing slump and serious recession.

He said: "The dislocations will be greater [than in the 1970s] because you also have the implications of the house price decline, which you didn't have in the 1970s."

The warning undermines predictions that Britain will suffer only a brief and relatively painless recession, unlike the precipitous dives of previous years.

Mr Soros also warned that the Bank's inflation report represents a "Faustian pact", obliging it to keep interest rates high to control inflation, even as the economy is starting to slump.

"You had the nice decade," he said. "Now that is over and you are in a straitjacket."

索大爷出来说话了,好日子到头了,次贷危机还没过去,房产萧条又来,现在石油价格又在狂升,而且要升到美国经济真正出现衰退.这年头...金融的力量啊....虽然搞的都是虚拟财富,但却能掀起惊涛骇浪.

就当前不久美国财长保叔叔,还在捍卫自己的供求关系论,昨天四名资深石油问题分析人在国会作证,如果立法限制投机,现在的石油价格可以下跌一半.说明索大爷的"Speculation... is increasingly affecting the price,"不是哈来来的,废话...他就是靠这个起家的...

不过现在单靠市场力量,貌似谁也无法控制局面,Saudi Abrabia大概觉得自己很强悍,但增产的数量扔进去就像扔水里一样...接下来估计,经济法要派用场了,另一只手应该要介入了,四位专家的作证说明立法限制投机的可能性,能源委员会可能也有意推动立法,否则找人来做什么证.

我们所期待的是看到这将是怎么样的一部法,这对中国的金融法律立法是极其具有借鉴意义的.金融是别人的发明,我们没有这方面的专家,好在金融也是全球化的,对冲基金的运做覆盖全球,我们大概能够"拿来主义"一下,总比在那裸奔强.

美国人不是吃素的,不会干等索大爷预言的经济衰退的.否则还做什么no.1...

A bar examination is an examination to determine whether a candidate is qualified to practice law in a given jurisdiction.

-From Wikipedia, the free encyclopedia

为什么我总是不愿多言，

因为我生来什么也看不见，

望着远方却没有景色，

更想躲在自己的世界。

 

有爸爸搀扶我仍然走得艰难，

因为前面很远我连想也不敢，

爸爸的念书给我的声音很好听，

他握着我的大手是唯一的温暖。

 

戴着红领巾却不知道它的鲜艳，

听着笑声却不晓得它的灿烂，

我努力地向前摸索着，然而，

真实的世界于我是如此虚幻。

被特许方作为独立缔约人

第十四条第一款  本协议不形成被特许方为特许方代理商,法定代表人,合资人,合伙人,雇员关系.

第十四条第二款  被特许方应为独立缔约人绝无授权代表特许方签定合同,协议,保证或声明或代表特许方明示或默示创设任何义务.

第十四条第三款  双方同意本协议在特许方和被特许方并不创设信托关系.

偶翻如下:

The franchisee as independent contractor

14.1  No legal relationship between franchiser and franchisee is formed by this Agreement, such as agency, legal representative, joint venture,partnership,employment.

14.2  The franchisee as independent contractor is not granted any authorization to sign contract or agreement, make warrenty or representation in name of or on behalf on the franchiser, and to create any obligation,explicitly and implicitly, in name of or on behalf of franchiser.

14.3  Both parties agree that this agreement does not create fiduciary relationship between franchiser and franchisee.

第一款的中文貌似本身就有问题,形成的客体是关系,前面的代理商和法定代理人都是人,不是关系.

标翻如下:

The franchisee as independent contractor

14.1  This agreement does not constiture Franchisee an agent, legal representative,joint venturer,partner, or employee Franchiser for any purpose. (动宾结构简单实用,直接将被特许者表达成为某个某个人,而非与特许人避免了用关系来表达.对中文的不清楚表达进行了完全的修正.我原本想用否定词提前来加强语气,却没想实际中倒不如动宾结构来得干净利落.)

14.2  Franchise shall be an independent contractor and is in no way authorized to make a contract,agreement,agreement,warranty or representation on behalf of Franchiser or to create any obligation,express or implied,on behalf of Franchiser. (in no way的用法更贴近原文的意思,"绝无"体现现在无授权,将来也不可能有授权,我的翻译只是说现在没.还犯了重大的初级错误,用了sign,这里的签订不是指具体的签,更多的是强调订,一起用make就可以了)

14.3  The parties agree that this agreement does not create a fiduciary relationship between Franchiser and Franchisee.

 

困了~~

 

有both投资法,公司法的东东

The first law in modern times permitting foreign investment in China was the Chinese-foreign joint equity venture law adopted in 1979. Since then, and particularly in the last five years pursuant to China's accession to the WTO, China's foreign investment regime has evolved significantly. Recently, the pace of change has accelerated, with new laws, regulations or rules being adopted almost every month.

Most of the foreign investments in China to date have been direct investments in greenfield projects in the form of an equity joint venture (EJV), cooperative joint venture (CJV), wholly foreign-owned enterprise (WFOE), or, to a limited extent, foreign-invested joint stock company limited by shares (FIJSC). Separate laws, regulations and rules govern the establishment and operation of such entities, which collectively are called foreign invested enterprises or FIEs.

The areas of business in which FIEs may engage are categorized in the periodically updated Catalogue Guiding Foreign Investment in Industry as "encouraged," "permitted," "restricted," or "prohibited," according to the extent that the Chinese government wishes to incentivize foreign investment in particular industries. All M&A in China is subject to the restrictions on foreign investment described in the Catalogue. Most of the industries in the encouraged or permitted categories allow 100% foreign ownership, and investments in the encouraged industries are entitled to preferential treatment.

Generally, investments in the restricted industries require Chinese joint venture partners and, in some cases, that such Chinese partners retain a majority interest; such investments, moreover, are typically subject to approval by the government authority responsible for the relevant industry, in addition to the other government approvals usually required for any foreign investment. No foreign investment is allowed in the prohibited industries. However, as a result of China's implementation of its WTO access commitments, restrictions in respect of most of the industrial and service sectors will have been liberalized according to different timetables over the six-year period that began on December 11 2001 (so by the end of 2007).

With the dramatic growth of China's economy, some Chinese businesses have emerged as attractive acquisition targets for foreign investors. Such acquisition activity appears likely to constitute an increasing portion of future foreign investment into China. Apparently in response, China has issued a series of regulations governing M&A transactions by foreign investors involving various target entities in China. In the meantime, the laws regulating FIEs remain relevant to most M&A involving foreign investors, which are required to form FIEs as onshore acquisition or operating vehicles. This article will focus on the specific rules and regulations governing M&A and private equity transactions in China.

Share-exchange transactions permitted

On August 8 2006, six Chinese government agencies jointly issued the 2006 M&A Rules, substantially amending and expanding China's 2003 M&A Rules. The new rules became effective on September 8 2006. The 2006 M&A Rules establish a general legal framework for foreign investors to acquire either equity or assets of a Chinese company in exchange for cash or stock of the foreign acquirer, requiring (among other things) approval by one or more Chinese government agencies.

Unlike under the 2003 M&A Rules, under the 2006 Rules the use of a foreign publicly listed company's shares as consideration for the exchange of Chinese equity securities in connection with an M&A transaction is (for the first time) expressly permitted and regulated. Two requirements, among others, for such a share exchange transaction are that:

The foreign shares used as consideration must be traded on a public stock market (not traded over the counter or privately held) and must have a "stable" share price over the previous 12 months; and

The foreign listed company (and its management) must not have been subject to any sanction by a relevant regulatory authority within the past three years.

The new rules require a multi-step government approval process for such a share exchange transaction. First, the Chinese target company submits to the Ministry of Commerce (MofCom) an advisory report issued by its M&A advisor, together with other documents related to the share ownership and trading, financial condition, and good standing of both the Chinese company and the foreign listed company. Second, if the application is satisfactory, MofCom issues a restricted approval certificate and within six months thereafter the parties must complete the equity transfers. Third, the Chinese company files a tentative foreign exchange registration with the State Administration of Foreign Exchange (SAFE) and a tentative business license registration with the State Administration of Industry and Commerce (SAIC). Fourth, MofCom issues an unrestricted approval certificate after verifying completion of the equity transfers. Fifth, the Chinese company must obtainan unrestricted foreign exchange registration certificate and a business license, from SAFE and SAIC respectively.

Acquisitions of listed companies

Chinese corporate investors and the state own a substantial portion of the issued shares of most Chinese listed companies. Those shares, called legal person shares or state-owned shares, were owned prior to listing and, until recently, were not freely tradable. There are two other types of shares issued by such companies which are tradable, however, namely A shares and B shares. Until recently, A shares, the most commonly traded shares on Chinese stock exchanges, were permitted to be sold only to Chinese investors. Foreign investors, on the other hand, were allowed to acquire only B shares, which are issued by a small percentage of Chinese listed companies. Thus, Chinese publicly traded companies were largely inaccessible to foreign investors. Recently, however, some foreign investors, including some prominent private equity investors, have expressed interest in making investments in listed companies in China, apparently due in part to the potential larger scale of such investments than other deals in the market and also the relatively low trading prices of such companies' securities when compared to those of comparable companies listed in other markets. Recent regulatory changes as described below, moreover, appear intended to gradually encourage such foreign investment in listed Chinese companies.

New accounting standards for listed companies.

On February 15 2006, China's Ministry of Finance issued a series of new and revised Accounting Standards for Business Enterprises, which will become effective on January 1 2007 for listed companies. Most of the new accounting standards reflect the approaches and principles of the International Financial Reporting Standards (IFRS). For example, the new standards provide formal accounting standards and comprehensive and detailed guidelines applicable to business combinations and consolidated financial statements akin to those established by the IFRS. By aligning Chinese accounting standards with a reliable international standard, these changes improve the likelihood that foreign investors will be able to conduct meaningful financial due diligence on listed Chinese companies.

Share liquidity reform

Since April 2005, the China Securities Regulatory Commission (CSRC) has promoted a share liquidity reform programme under which listed companies are being restructured to convert almost all non-tradable legal person shares into freely tradable A shares within two years. To date, more than 85% of China's listed companies have completed this programme.

Foreign investors may acquire A shares

Under the Administrative Measure for Strategic Investments in Listed Companies by Foreign Investors (the FSI Rules), which became effective on January 31 2006, foreign investors are now permitted to purchase A shares directly on China's stock exchanges as "mid- or long-term strategic acquisition investments." The FSI Rules apply to acquisitions of A shares of listed companies which have completed their own share liquidity reform measures and of companies that are listed after the completion of CSRC's overall share liquidity reform. Under the FSI Rules, foreign strategic investors must either own at least $100 million of assets or have at least $500 million assets under management and must be "financially sound, credible foreign legal persons or other entities with significant management experience".

It thus appears that large private equity funds would qualify as foreign strategic investors under the FSI Rules. The FSI Rules do not impose any specific ownership percentage caps, although acquired shares are subject to a three-year lockup period after the acquisition. The FSI Rules also allow foreign strategic investors to acquire A shares through offshore subsidiaries, provided the parent agrees to be jointly and severally liable for the investment activities of such offshore subsidiaries and submits to MofCom an irrevocable letter of undertaking to that effect. Many observers expect that the FSI Rules will expand the market for acquisitions of Chinese listed companies by foreign investors.

Non-tradable shares may be acquired

In November 2002, several Chinese government authorities jointly issued the Notice on Relevant Issues Concerning the Transfer to Foreign Investors of Listed Company State-Owned Shares and Legal Person Shares. The shares notice provides that sales of legal person shares to foreign investors should "in principle" be conducted through an open bidding process and are subject to numerous government approvals. Since the issuance of the notice, a limited number of such transactions have been approved by the Chinese government, including Citigroup's acquisition of a minority stake in Shanghai Pudong Development Bank inMay 2003 and Newbridge Capital's acquisition of a minority stake in Shenzhen Development Bank in May 2004.

Mandatory tender offer rule relaxed

The Administrative Measures on the Takeover of Listed Companies issued by the CSRC on September 28 2002 required a foreign investor who purchased 30% or more of the outstanding shares of a Chinese listed company to make a "general offer" to all shareholders of the listed company to purchase all of their shares. This requirement may be waived by the CSRC under certain conditions. On July 31 2006, CSRC issued its new Administrative Measures on the Takeover of Listed Companies, which became effective on September 1 2006. Under the new measures, when a foreign investor purchases 30% or more of the outstanding shares of a Chinese listed company, the investor is not required to make a general offer for all shares of the listed company. Rather, it may make a general offer to purchase any amount of shares from the company's shareholders provided that the aggregate amount of shares proposed to be purchased through the general offer is not less than 5% of all issued shares of the listed company. The relaxation of mandatory tender offer requirements provides potential investors in public companies with far greater flexibility and less costly access to controlling stakes.

New company law

China's new Company Law, which became effective on January 1 2006,contains many important revisions intended to improve structuring flexibility for investors and operational efficiency for Chinese companies. The new Company Law applies to limited liability companies (LLCs), joint stock companies limited by shares (JSCs) and FIEs, except where laws and regulations that specifically govern FIEs provide otherwise. On April 24 2006, several Chinese authorities jointly issued the Implementing Opinions on Several Issues Concerning the Application of the Law in the Administration of the Examination, Approval and Registration of Foreign-invested Companies to confirm and clarify the application of certain amendments to the new Company Law applicable to FIEs. Below are summaries of certain notable amendments that are relevant to foreign investments, particularly private equity investments, in China.

Greater flexibility on voting rights and profit distributions

The new Company Law introduces greater flexibility for shareholders in determining their voting and profit distribution rights in an LLC and JSC. Because such flexibility also extends to an FIJSC, the corporate governance rules applicable to which are generally regulated under the new Company Law, foreign investors may now consider forming a FIJSC, instead of other types of FIEs, in order to retain greater flexibility when determining the capital structure.

Restrictions on company investment eliminated

Previously, the aggregate amount of a company's investment in other companies was limited to 50% of its net assets. The new Company Laweliminates this and allows a company to freely invest in another company as long as it does not assume any joint and several liabilities for the investee's debts. This change in law, which also applies to FIEs, substantially liberalizes the restrictions on corporate investment activity, another potential source of increased M&A activity in China.

New corporate governance provisions

The new Company Law addresses corporate governance and duties and liabilities of directors and officers. It explicitly imposes duties of care and loyalty on directors, supervisors, and members of senior management. However, the new Company Law does not provide any specificguidance on fiduciary duty standards (for example, it does not address business judgment rule standards for directors or officers).

New government approval requirements

The 2006 M&A Rules require foreign investors to notify MofCom if aproposed M&A transaction results in foreign investors controlling any Chinese company that involves or affects:

A key domestic industry;

National economic security; or

Well-known or traditional trademarks or brand names.

If MofCom is not properly notified, the agency may require termination of the transaction, divestment of equity interests or assets, orany other action required to dissipate negative effects to national economic security resulting from the transaction.

These new economic-security-safeguard provisions are both broad and vague regarding which industries are key, when national economic security is affected, and what trademarks and brand names are well-known or traditional. The new rules also place the onus on the parties todetermine whether a transaction triggers the notification requirement. In addition, it is not clear whether the new rules grant MofCom the power to block a transaction after an advance notice has been filed.

The 2006 M&A Rules require approval by MofCom where a domestic person (a company, enterprise or natural person) in China establishes or controls a foreign company and the foreign company acquires a Chinese affiliated company. Requirements for approval are unclear and the terms "domestic person" in China and "control" are undefined. It is not clear how this approval requirement will be applied in relation to the so-called Circular 75 issued by SAFE, which covers similar transactions and already requires a registration process with SAFE.

When foreign investors acquire an interest in a Chinese company, it is common (particularly in a private equity or venture capital context) for the foreign investors to offer selected Chinese persons (such as an owner or manager of the Chinese company who remains with the company post-acquisition) an opportunity to own, at and after the closing, equity interests in the foreign company established to make the acquisition. Whether such a transaction would trigger the approval requirement under the 2006 M&A Rules is unclear.

好久好久不来了,这里的草该有一人多高了.

最近是在忙着找暑假的实习,没有成功所以也不想一直讲过程.

我也想说什么面经...觉得比起几个面霸,自己都是最后失败的结果.

唉,刚刚又被拒了,这两天心情不是很好...

有点难过,更多的是茫然.

为什么机会总是擦身而过的感觉.

或许...真的不是没有机会,而是运气,又或许是能力...

我觉得应该是能力啊...就是没别人好,怨不得人

不想抱怨什么,只是想说,必须再improve myself, never give in, never give up

从今天起not waste a single minute, do what I'm supposed to do. 

I'm hereby giving my promise.

以后有时间,会把自己做的事情,所获得的心得,记录下来

 

我的所有朋友,请在精神上或者知识上支持禾子吧,坚持,提高自己!

好久没打篮球,打那么sucks了.既昨天被人血洗,外加摔得双膝流血.今天在小区打篮球又被人家一肘子,打掉我嘴里一块肉,当时就疼得脑袋翁翁直响,落地后整个嘴就麻掉了.接着就没怎么好好发挥.唉,算了.人家也不是故意的..

打篮球的魅力也正在此嘛.身体冲撞的快感,对抗的兴奋,失败的惨痛.一切都那么真实,当看到血在腿上流,忽然感觉不太多有的舒畅之感.篮球上,人就是靠实力说话,技不如人,被别人宰割,也没什么好说的.技术好,宰割别人也没什么好遮遮掩掩的.

这种感觉倒是让我联想想到了古希腊的战争,胜者为王,败者就得任人屠杀,或者沦为奴隶.但败者中,也有另人景仰的英雄.古希腊史诗中的特洛伊的王子,赫克托耳,高大的身躯,雄浑的声音.他孝敬父亲,关怀兄弟,爱着自己的女人,保卫着自己的国家.尽管他并不尚武,但他仍然英勇地站出来,与希腊军中的战神,刀枪不入的阿卡琉斯决斗.最后他战败身亡,他的尸体被阿卡琉斯用战车拖着绕场三周以作凌辱.然而他的英雄主义气概已经成为了永远的经典.作为一个凡人,挑战半人半神的阿卡琉斯,他勇敢、重情.他是真正的男人.特洛伊的王子,一个充满悲剧性英雄,永远的赫克托耳.

"我也在考虑这些事情，夫人。但是，如果我像个懦夫似的躲避战斗，我将在特洛伊的父老兄弟面前，在长裙飘摆的特洛伊妇女面前，无地自容。我的心灵亦不会同意我这么做。我知道壮士的行为，勇敢的顽强，永远和前排的特洛伊壮勇一起战斗，替自己，也为我的父亲，争得伟大的荣光"《伊利昂纪》中的赫克托耳给出了最简单的理由:为了女人们,为了父亲,为了国家,为了自己的荣誉,和兄弟们并肩作战!

扯远了扯远了...只是想说,有时最让人久久难以忘怀的不是最强大的人,而是为了一些很单纯的东西去战斗的人.

 

另外换了首背景音乐,是一首狗日的唱的rap,我最讨厌狗日的了.不过经过介绍,觉得这首歌还满好听的,一马归一马,所以还是放一会儿.

一个多月没来了

之间发生了很多事情，非常多

去扬州玩杀人

猪之家吃饭打网球

考大路考

笔试被拒

面试

面试等结果

带qiqi来松江玩

包括写出这篇史上最流水的流水．．．

 

不是很开心拉啊...因为朋友中国的"惨痛"经历啊...

从新加坡这么个法治国家到中国...受骗上当被欺负事情不断

逛街被偷手机,被别人非礼.

打的被司机绕道,拒付车费又被司机大骂,威胁.

去旅游又被travel agency骗,不提供回程火车票,就这样被扔在南京.

失望之余,现在他们要寻求新加坡大使馆帮助他们维权.

我,是一个中国人,学法律的...

很没面子,很惭愧.

That's the chinese impression?

无语啊...真的很挫败,很受打击,就像被人狠狠羞辱了一番

 

 

艳照门事件应证了电影《无极》里的故事，《无极》里面满神对倾城（张柏芝）说：“你永远都得不到真爱，就算得到也会马上失去！” 这一句害死了张柏芝，她以前一直喜欢霆锋，却一直得不到霆锋的爱，几经波折得到后，竟被艳照门事件给毁了，尽管他们现在还没离婚，但问题的存在不可能当没发生过，霆锋如果是个正常的男人都会无法忍受，分开都是迟早的事了！《无极》里面无欢（谢霆锋）对倾城（张柏芝）说：“你毁了我做一个好人的机会！” 霆锋现在本来已经收性做个好爸爸，好丈夫，这次被这件事一逼，看吧，以后不一定再有什么好事出来呢！《无极》里面倾城（张柏芝）对百万将士说：“你们想看我脱衣服吗？” 现在全球几亿人都看到她脱衣服了！《无极》真是牛啊！难怪陈凯歌会说“你们要等到5年后才能看懂我的电影．＂所以有充分理由怀疑艳照门是陈凯歌在后台操艳照门

第二季第二部给"黑寡妇"辩护的段子

always too long的speech之代表篇

最经典最爱最体现reasonable doubt的一篇辩护词!!!

全是自己听译的,不知道有没有人愿意看完...

错误肯定不少,Alan迷们都来帮我指正啊~哈哈

Alan Shore

Why are we here?

Certainly not because of evidence, there isn’t any.

Any witness see my client give her husband Viagra？

Anybody see her put nitroglycerine into his wine?

No. I’ve been asked to assume that evil.

Well, why can we impute the same s- mentality to the deceased?

Because people just don’t take their own life?

I have more a million suicides cross the globe, every year, a million.

Suicide is a much more common and therefore plausible thing than murder.

So why are we here?

Because Kelly Nolen had a blank expression on her face when the police arrived at the scene?

She was in shock, for god sake.

Her husband had just died right before eyes.

Fingerprints on the wine glass? It was her house. She was having wine with her husband. Is it so inconceivable that she wouldn’t touch his glass?

And if she were guilty, don’t you think she would have wipe the glass, clean it, wash it. So the Nitro wouldn’t be detected.

Why are we here? Because her husband allegedly threatened to cut her out of the will two days before? According to Kelly, that never happened.

The housekeeper says he did. But this is a witness who immediately lows my client, who immediately conceals the information for me, so she could do more damage in trial. She has a bias. And the prosecution offers nobody to cooperate her.

So why are we here? The k—joke made to her boyfriend. Suspiciously coincidental. But she said, not did. And she said it in josh. Let’s remember there is no suggestion that either the boyfriend or the housekeeper took this remark seriously for a second. If they did, why didn’t they contact the police? There is simply no evidence that allow you to conclude beyond all reasonable doubt that Kelly Nolan killed her husband.

So why are we here? But as long as we are, what about the police? They admittedly didn’t investigate any other theory, including suicide. You’ve heard detective Richmond, they immediately focused on Kelly, and only Kelly. Coz she’s the one that they want to get.

And I don’t know about you. But I certainly find it curious that the prosecution instead of pressing evidence in this closing argument, chose to focus on my client’s testimony demeanor. What the hell was that?

He wants you to convict her of murder. Because she came off cold in witness chair. I saw cold, too. But what I mainly observed was somebody who was rigidly on apologetic. Well, wrongly-accused people turn to be that way. How warm would if any of you been, if you were faultily accused of murder? If you were made spot off by the media, if your privacy was violated and naked picture of you were post on the internet? People who are unrelentingly r—tend to end up cold and hard. Kelly Nolan has emotionally shut down. She can not feel, she can not emote, and she can not fake invulnerability for the purpose of appealing jury sympathy. She is innocent. And she is not required to prove it.

 

Schadenfreude (幸灾乐祸)

From the German words, Schaden and freude, damage and joy.

It means to take spiteful malicious delight in the misfortune of others. We used to dismiss it simply on the ugly side of human nature. But it is much much more than that. Recently, a Stanford professor actually captured schadenfreude on the brain scan. It is a physiological medical phenomenon. When we see other’s fall. It sometime causes chemical to be release in the --- of the brain which actually cause us to feel pleasure. If you watch the news or read the paper, of course you don’t, because the judge said not to. But if you did, you would see the undeniable delicious joy of the media and the public over Kelly Nolan’s plight. I have no doubt that you want to Kelly Nolan to be punished, she married for money, she had an affair. She carried on naked in the pool with her boyfriend. She is cold materialistic, unlikable. And it might bring you all pleasure to see her go to jail. But as to evidence to establish that she has committed murder, beyond all reasonable doubt, it just isn’t there. The only possible root for a guilty verdict here is schadenfreude.-o

最近的恶意取款案闹的很汹涌

2006年4月21日晚10时许，许霆到广州一商业银行的ATM取款机上取款，在取款过程中却发现取款机系统出现错误。他本想取100元，结果ATM出钞1000元，而卡账户里却只被扣除存款1元。于是，许霆连续用自己的借记卡先后取款17.5万元

原审的广州市中院审理后认为，被告许霆以非法侵占为目的，伙同同案人采用秘密手段，盗窃金融机构，数额特别巨大，行为已构成盗窃罪，遂判处无期徒刑，剥夺政治权利终身，并处没收个人全部财产...

此案后被发回重审.

争议的焦点显而易见,盗窃罪的犯罪主体必须采取秘密手段盗取公私财物,辩护方认为,许霆是以储户的身份提取现金,ATM机作为银行的一种延伸,是经过交易把钱吐给许的,顶多是个不当得利.法律专业问题有争议的可以单独找我讨论,讨论得不开心的可以单挑.

而控方在我看来没什么特别有力的指控,只是一味强调:"你为什么逃?"感觉就像个农村妇女管教孩子:"你没做坏事你心虚什么?!"看来"做贼心虚"这个词真是太深入人心了.以致于检察官同志要先证明心虚再推出,这是因为许霆在做贼.那看来刑法要大修改了...广州的检察官水平真不怎么样...

这个案的律师真的很high,绝对不逊于杨兴培

“柜员机，你知罪么？”“柜员机，你是不是魔鬼？”杨振平的厉声喝问顿时让整个法庭静寂无声。随后，合议庭打断了杨的发言，审判长要求其就案件的具体事实进行辩护，“不要作无谓的指责。”

这个审判长太幽默了...他接下来一定是想说:"唉,都已经发生了,现在这机器已经被大卸八块了,机器已不在,指责亦徒劳."恩恩...有道理啊...

其实我想说,国内的律师一点没有发挥的空间,太无趣了,心里想着如果是在英美法的法庭,律师该有多大的发挥,控方真该被好好戏弄一番了...一定很好玩.Alan shore会怎么辩护呢?哈哈